Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 7

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          respect to decedent's Agri stock and Agri-Bank preferred stock8             
          (1991 Agreement).                                                           
               According to its preamble, the 1991 Agreement's purpose was            
          to restrict the transferability of decedent's shares and provide            
          for their purchase by Agri upon the occurrence of certain events            
          (including decedent's death), as well as to ensure that, in the             
          event a controlling interest in Agri were sold, decedent would              
          receive the same consideration per share for her minority                   
          interest as Mr. Hill received for the sale of his controlling               
          interest.                                                                   
               In specific terms, the 1991 Agreement prohibited decedent              
          from transferring her Agri stock9 without (i) having obtained the           
          consent of Agri and Mr. Hill, or (ii) having offered to sell the            
          stock to Agri at the price contained in any bona fide third-party           
          offer.  Under the 1991 Agreement, the conservatorship received              
          put options whereby the conservator could require Agri to                   
          purchase all of decedent's Agri common stock for book value, and            
          all of decedent's Agri preferred stock for par plus unpaid                  
          dividends.  Agri likewise received call options, exercisable                


               8 Decedent's 13,377 shares of Agri-Bank preferred stock were           
          not exchanged, Agri-Bank having survived the exchange as a                  
          subsidiary of Agri.                                                         
               9 An exception was made for transfers to decedent's lineal             
          descendants and their spouses, who would be bound by the 1991               
          Agreement.                                                                  





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